SEC Form 4 · accession 0001012975-15-000364
BED BATH & BEYOND INC · BBBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eugene A Castagna
Officer — Chief Operating Officer
Period of report
May 11, 2015
Accepted (ET)
May 13, 2015 · 7:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000886158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | May 12, 2015 | M | 6,216 | — | A | 130,268 | D | |
| Common Stock, par value $0.01 per shareF2 | May 12, 2015 | F | 3,223 | $69.93 | D | 127,045 | D | |
| Common Stock, par value $0.01 per shareF3 | May 12, 2015 | F | 2,367 | $69.93 | D | 124,678 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $70.955 | May 11, 2015 | A | 32,443 | A | — | May 11, 2023 | Common Stock | 32,443 | 32,443 | D |
| Performance Stock UnitsF7,F5,F6 | — | May 11, 2015 | A | 18,648 | A | — | — | Common Stock | 18,648 | 18,648 | D |
| Performance Stock UnitsF1,F5,F6 | — | May 12, 2015 | M | 6,216 | D | — | — | Common Stock | 6,216 | 12,432 | D |
Explanation of responses
- F1Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Castagna and which convert on a one-for-one basis into common stock.
- F2Represents the surrender of shares to the Company to satisfy Mr. Castagna's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Castagna.
- F3Represents the surrender of shares to the Company to satisfy Mr. Castagna's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Castagna.
- F4The Employee Stock Option is exercisable in five (5) equal annual installments commencing on the first anniversary of the date of grant.
- F5The PSUs convert on a one-for-one basis into common stock.
- F6With certain exceptions, the PSUs vest in three (3) equal installments commencing on May 12, 2015, subject to Mr. Castagna's continued service to the Company on such dates.
- F7Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.